FINLAND Law and Practice Contributed by: Olli Kiuru, Jere Lehtimäki and Essi Hietaoja, Waselius
Please also refer to 10.5 Regulation of Blockchain Asset Trading Platforms . 6.4 Listing Standards The issuance of securities to the public is regulated by the SMA. Listed companies also have to comply with the Limited Liability Companies Act (624/2006). A company applying for listing must be prepared to fulfil its statutory disclosure obligation from the date on which it submits its application to be listed on the stock exchange. The information disclosed by a list - ed company must be timely, consistent and reliable. Factors related to the disclosure obligation are often reflected in other listing conditions, such as the fulfil - ment of qualitative capabilities required for listing, the company’s obligation to apply the International Finan - cial Reporting Standards, or requirements around cor - porate governance standards. MTFs are more lightly regulated trading venues than regulated markets (stock exchanges). Requirements for issuers of financial instruments admitted to trading on an MTF are lighter in relation to disclosure obliga - tions and operating history than for issuers of financial instruments whose financial instruments are traded on a regulated market. In addition to regulatory obligations, listed companies must comply with the rules of the stock exchange or MTF. The rules, guidance and other information of Nasdaq Helsinki Ltd (Helsinki Stock Exchange and First North Growth Market Finland) for companies planning a listing are available on the website of the stock exchange. Regulations by the FIN-FSA also need to be complied with. The Finnish Foundation for Share Promotion has published a guidebook on listing. 6.5 Order Handling Rules The applicability of order handling rules depends on the type of services a market participant provides. Market participants that are regulated under MiFID II and the ISA and that execute orders are subject to order handling rules. The Act on Trading in Financial Instruments imposes specific order handling require - ments for stock exchanges, MTFs and OTFs.
In accordance with the ISA, an investment firm that executes orders as an investment service shall exe - cute client orders without undue delay. An investment firm may not let the interests of another client or its own interests influence the execution of a client order. An investment firm shall execute comparable client orders sequentially and in a prompt, fair and expedi - tious manner. The obligation of the investment firm to publish a limit order issued by the client shall be governed by the provisions of the Act on Trading in Financial Instruments. 6.6 Rise of Peer-to-Peer Trading Platforms Traditionally, the Finnish market has been dominated by P2P platforms, which require registration with the FIN-FSA as a P2P intermediary. Online lenders may facilitate P2P lending by, for instance, providing a plat - form for the parties involved in the P2P transaction; in other words, the borrower and the lender engage in an electronic money transfer via an intermediary – in this case, the online lender. The legal and regulatory consequences depend on whether the online lender merely connects the P2P parties with its platform or whether it also administers the payments between the parties. Both cases require registration with the FIN-FSA as a P2P intermediary. Administering the payments may, in turn, amount to money remittance, which, pursuant to the PSA, is a payment service and thereby renders the online lender a payment service provider. In this case, the PIA will also apply, and the online lender will be required to seek authorisation from the FIN-FSA. 6.7 Rules of Payment for Order Flow In the EU, payment for order flow (PFOF) is considered to be in contrast to the requirements set out in MiFID II. ESMA has considered that PFOF causes a clear conflict of interest between the firm and its clients, because it incentivises the firm to choose the third party offering the highest payment rather than the best possible outcome for its clients when executing their orders. Therefore, ESMA has advised market partici - pants under the MiFID II regime to thoroughly assess whether they are able to comply with MiFID II when receiving PFOF. This advice is also followed in Finland.
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